[FONT="]Electronic Cigarette Association BYLAWS[/FONT][FONT="][/FONT]
ARTICLE I[FONT="]. NAME[/FONT][/B]
[B][FONT="] [/FONT]The name of this Washington, D.C. not-for-profit Corporation is Electronic Cigarette Association.
ARTICLE II[FONT="]. Purpose [/FONT][/B]
[B][FONT="] [/FONT]The Electronic Cigarette Association (ECA) is an association of private sector companies engaged in electronic cigarette technologies. Member companies are involved in all sectors of the creation and promotion of electronic cigarettes. ECA's mission is to provide the tools and information necessary for policy-makers, opinion leaders, media, and private sector companies worldwide to make informed decisions about the management and use of electronic cigarette technologies, particularly the most recent advances and applications. The association was founded to institute and promote industry-wide standards and a code of conduct, work to maintain sound professional and practices, educate the public and policy-makers on the industry's activities and potential, and ensure the ethical use of electronic cigarette technologies.
ARTICLE III[FONT="]. OFFICES[/FONT][/B]
[B][FONT="] [/FONT]The principal office of the Corporation shall be located at 1401 K Street, NW, Suite 600, Washington, DC 20005. The Corporation may also have offices at such other places within or without the state as the Board of Directors may from time to time determine.
ARTICLE IV[FONT="]. MEMBERS[/FONT][/B]
[B][FONT="] [/FONT]The Corporation shall have members. The Corporation's Board of Directors has established that eligibility for membership in the Corporation is open to any entity or individual involved in the business of creating and promoting electronic cigarette technologies and products. However, applicants must certify that they have not and will not make claims of improved health to the end user through the use of their electronic cigarette products.
Members of the Corporation are eligible to serve as Directors of the Corporation and may, at the discretion of the Board of Directors, be given voting rights in the Corporation.
[FONT="] [/FONT]Dues and annual operating revenue shall be established annually by the Board of Directors. Each member of the Corporation shall pay annual dues, as determined by the Corporation's Board of Directors. Revenues received in the form of dues from member companies shall be used to run the organization. [/B]
[B][I](Membership types and corresponding dues to be discussed at initial board of directors meeting.) [/I][/B]
[B]ARTICLE V[FONT="]. BOARD OF DIRECTORS[/FONT]
[FONT="] [/FONT]A Board of Directors consisting of not less than three (3) and no more than ten (10) Directors shall manage the Corporation. Each Director shall be at least eighteen (18) years of age. Each Director shall hold office until the expiration of the term for which he was elected and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereafter provided.[/B]
[B][I][FONT="] [/FONT][/I]Board structure, officers, and election mechanisms (To be determined by the interim board).
[FONT="] [/FONT]Any member of the Board of Directors may be removed with or without cause by action of the Board of Directors. The vote of two-thirds (2/3) of the Directors shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.[/B]
[B][FONT="] [/FONT]Newly created Directorships or vacancys on the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office, although not less than a quorum, unless otherwise provided in the Certificate of Incorporation.
[FONT="] [/FONT]A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.[/B]
[B][FONT="] [/FONT]A regular annual meeting of the Board of Directors shall be held in a month designated by the Board for annual meetings, at the principal place of business of the Corporation. All other meetings of the Board of Directors shall be held at such time and place as shall be fixed by the Board of Directors from time to time. No notice shall be required for annual meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board or by a majority of the Directors then in office. Such notice may be written, oral, or any other method of notice of the time and place.
[FONT="] [/FONT]A majority of the Directors then in office in attendance at a meeting shall constitute a quorum, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. Telephonic or similar two-way communication systems used by a Director are permissible to constitute a Director being present at the meeting. [/B]
[B][FONT="] [/FONT]Directors shall not receive any stated salaries for their services as such, but by resolution, the Board of Directors' expenses for attendance may be allowed for each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation thereof.
[FONT="] [/FONT]Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors then in office.[/B]
[B]ARTICLE VI[FONT="]. Dues[/FONT]
(Dues structure to be discussed at the initial board of directors meeting.)
ARTICLE VII[FONT="]. OFFICERS[/FONT][/B]
[B][FONT="] [/FONT]The officers of the Corporation shall be a President, a secretary, and a Treasurer; and such other officers as may be elected in accordance with other provisions of these By-Laws. The President, with permission of the Board, may appoint such other officers or agents, including an Executive Director, one or more Assistant Secretaries, and one or more Assistant Treasurers, as the President shall deem desirable—such officers having the authority and performing the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Treasurer.
[FONT="] [/FONT][/I]The officers of the Corporation shall be appointed annually by the Board of Directors at the annual meeting of the Board. New positions for officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified. [I](Election mechanisms for officers to be determined in the initial board meeting.)[/I][/B]
[B][FONT="] [/FONT]Any officer—except the President Secretary and Treasurer—appointed by the Board of Directors may be removed by a vote of the majority of the Board of Directors then in office, although not less than a quorum, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The President, Secretary, and Treasurer shall be removed only upon a two-thirds (2/3) vote of the Directors then in office.
[FONT="] [/FONT]A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term. Such vacancies shall be filled through elections made in the same manner as provided in the case of the original elections.[/B]
[B][FONT="] [/FONT]The President shall be the principal officer of the Corporation and shall exercise general supervision over the affairs of the Corporation, its officers, and personnel, consistent with policies established by the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the officer or agent of the Corporation; and in general shall perform all duties incident of the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. The President may authorize and approve expenditures and take such other steps he shall deem necessary to advance the purposes of the Corporation, provided such steps do not exceed the scope of authority determined by the Board.
[FONT="] [/FONT]If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-laws; and, in general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. The Treasurer shall be responsible, with assistance of the general counsel, for the administration and oversight of the Corporation's financial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments.[/B]
[B][FONT="] [/FONT]The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each Director which shall be furnished to the secretary of such Director; and in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.
[FONT="] [/FONT]If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurer and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.[/B]
[B]ARTICLE VIII[FONT="]. COMMITTEES[/FONT]
[FONT="] [/FONT]The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more persons, a majority of whom are Directors, and which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law.[/B]
[B][FONT="] [/FONT]Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated and appointed by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President as authorized by a like resolution of the Board. Membership on such committees need not include Directors.
[FONT="] [/FONT]Each member of the committee shall continue as such until the next annual meeting of the Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.[/B]
[B][FONT="] [/FONT]One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof.
[FONT="] [/FONT]Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointments.[/B]
[B][FONT="] [/FONT]Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present, shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these By-laws, with rules adopted by the Board of Directors, or with the Non-Profit Corporation Act (D.C. Code, Title 29, Chapter 3 as amended).
ARTICLE IX[FONT="]. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS[/FONT][/B]
[B][FONT="] [/FONT]The Board of Directors may authorize any officer or officers, agent, or agents of the Corporation in addition to the officers so authorized by these By-Laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
[FONT="] [/FONT]All checks, drafts, or orders for the payment or money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President of the Corporation.[/B]
[B][FONT="] [/FONT]All fluids of the corporation shall be deposited from time to time to the credit to the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
[FONT="] [/FONT]The Board of Directors may accept on behalf of the Corporation any contributions, gift, bequest or device for the general purposes or for any special purpose of the Corporation.[/B]
[B]ARTICLE X[FONT="]. DISTRIBUTION OF PROPERTY RIGHTS[/FONT]
[FONT="] [/FONT]Upon dissolution of the Corporation and after paying or providing for its debts, by majority vote, the Board shall distribute the remaining assets to any non-profit organization or organizations that has or have been created for the same purposes as the Corporation; provided that the recipient organization(s) is an exempt organization under the provisions of the Internal Revenue Code (the “Code”). If no such organization can be found, the Board shall distribute the remaining assets to a non-profit organization or organizations exempt under the provisions of the Code that has or have been created for substantially similar purposes as the Corporation.[/B]
[B]ARTICLE XI[FONT="]. BOOKS AND RECORDS[/FONT]
[FONT="] [/FONT]The Corporation shall keep correct and complete books and records of accounting and perform the specific accounting and filing of state public disclosure reports as may be required by state law. The Corporation shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.[/B]
[B]ARTICLE XII[FONT="]. FISCAL YEAR[/FONT]
[FONT="] [/FONT][/I][I](The fiscal year of the Corporation shall be determined by the interim Board during its initial meeting[/I][I].)[/I][/B]
[B]ARTICLE XIII[FONT="]. SEAL[/FONT]
[FONT="] [/FONT]The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of "ECA Association" and the words "Incorporated 2009, not-for-profit corporation, Washington, DC."[/B]
[B]ARTICLE XIV[FONT="]. WAIVER OF NOTICE[/FONT]
[FONT="] [/FONT]Whenever any notice is required to be given under the Articles of Incorporation, the By-Laws of the Corporation, or the Non-Profit Corporations Act, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice.[/B]
[B]ARTICLE XV[FONT="]. INDEMNIFICATION[/FONT]
[FONT="] [/FONT]The Corporation shall indemnify its officers, Directors, agents and employees against liability to the maximum extent as permitted by Washington, DC law.[/B]
[B]ARTICLE XVI[FONT="]. AMENDMENTS TO BY-LAWS[/FONT]
[FONT="] [/FONT]These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a two-thirds (2/3) majority of the Directors then in office at any regular meeting or at any special meeting.
ARTICLE I[FONT="]. NAME[/FONT][/B]
[B][FONT="] [/FONT]The name of this Washington, D.C. not-for-profit Corporation is Electronic Cigarette Association.
ARTICLE II[FONT="]. Purpose [/FONT][/B]
[B][FONT="] [/FONT]The Electronic Cigarette Association (ECA) is an association of private sector companies engaged in electronic cigarette technologies. Member companies are involved in all sectors of the creation and promotion of electronic cigarettes. ECA's mission is to provide the tools and information necessary for policy-makers, opinion leaders, media, and private sector companies worldwide to make informed decisions about the management and use of electronic cigarette technologies, particularly the most recent advances and applications. The association was founded to institute and promote industry-wide standards and a code of conduct, work to maintain sound professional and practices, educate the public and policy-makers on the industry's activities and potential, and ensure the ethical use of electronic cigarette technologies.
ARTICLE III[FONT="]. OFFICES[/FONT][/B]
[B][FONT="] [/FONT]The principal office of the Corporation shall be located at 1401 K Street, NW, Suite 600, Washington, DC 20005. The Corporation may also have offices at such other places within or without the state as the Board of Directors may from time to time determine.
ARTICLE IV[FONT="]. MEMBERS[/FONT][/B]
[B][FONT="] [/FONT]The Corporation shall have members. The Corporation's Board of Directors has established that eligibility for membership in the Corporation is open to any entity or individual involved in the business of creating and promoting electronic cigarette technologies and products. However, applicants must certify that they have not and will not make claims of improved health to the end user through the use of their electronic cigarette products.
Members of the Corporation are eligible to serve as Directors of the Corporation and may, at the discretion of the Board of Directors, be given voting rights in the Corporation.
[FONT="] [/FONT]Dues and annual operating revenue shall be established annually by the Board of Directors. Each member of the Corporation shall pay annual dues, as determined by the Corporation's Board of Directors. Revenues received in the form of dues from member companies shall be used to run the organization. [/B]
[B][I](Membership types and corresponding dues to be discussed at initial board of directors meeting.) [/I][/B]
[B]ARTICLE V[FONT="]. BOARD OF DIRECTORS[/FONT]
[FONT="] [/FONT]A Board of Directors consisting of not less than three (3) and no more than ten (10) Directors shall manage the Corporation. Each Director shall be at least eighteen (18) years of age. Each Director shall hold office until the expiration of the term for which he was elected and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereafter provided.[/B]
[B][I][FONT="] [/FONT][/I]Board structure, officers, and election mechanisms (To be determined by the interim board).
[FONT="] [/FONT]Any member of the Board of Directors may be removed with or without cause by action of the Board of Directors. The vote of two-thirds (2/3) of the Directors shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.[/B]
[B][FONT="] [/FONT]Newly created Directorships or vacancys on the Board of Directors may be filled by a vote of the majority of the Board of Directors then in office, although not less than a quorum, unless otherwise provided in the Certificate of Incorporation.
[FONT="] [/FONT]A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.[/B]
[B][FONT="] [/FONT]A regular annual meeting of the Board of Directors shall be held in a month designated by the Board for annual meetings, at the principal place of business of the Corporation. All other meetings of the Board of Directors shall be held at such time and place as shall be fixed by the Board of Directors from time to time. No notice shall be required for annual meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board or by a majority of the Directors then in office. Such notice may be written, oral, or any other method of notice of the time and place.
[FONT="] [/FONT]A majority of the Directors then in office in attendance at a meeting shall constitute a quorum, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. Telephonic or similar two-way communication systems used by a Director are permissible to constitute a Director being present at the meeting. [/B]
[B][FONT="] [/FONT]Directors shall not receive any stated salaries for their services as such, but by resolution, the Board of Directors' expenses for attendance may be allowed for each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation thereof.
[FONT="] [/FONT]Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors then in office.[/B]
[B]ARTICLE VI[FONT="]. Dues[/FONT]
(Dues structure to be discussed at the initial board of directors meeting.)
ARTICLE VII[FONT="]. OFFICERS[/FONT][/B]
[B][FONT="] [/FONT]The officers of the Corporation shall be a President, a secretary, and a Treasurer; and such other officers as may be elected in accordance with other provisions of these By-Laws. The President, with permission of the Board, may appoint such other officers or agents, including an Executive Director, one or more Assistant Secretaries, and one or more Assistant Treasurers, as the President shall deem desirable—such officers having the authority and performing the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Treasurer.
[FONT="] [/FONT][/I]The officers of the Corporation shall be appointed annually by the Board of Directors at the annual meeting of the Board. New positions for officers may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified. [I](Election mechanisms for officers to be determined in the initial board meeting.)[/I][/B]
[B][FONT="] [/FONT]Any officer—except the President Secretary and Treasurer—appointed by the Board of Directors may be removed by a vote of the majority of the Board of Directors then in office, although not less than a quorum, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. The President, Secretary, and Treasurer shall be removed only upon a two-thirds (2/3) vote of the Directors then in office.
[FONT="] [/FONT]A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term. Such vacancies shall be filled through elections made in the same manner as provided in the case of the original elections.[/B]
[B][FONT="] [/FONT]The President shall be the principal officer of the Corporation and shall exercise general supervision over the affairs of the Corporation, its officers, and personnel, consistent with policies established by the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the officer or agent of the Corporation; and in general shall perform all duties incident of the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. The President may authorize and approve expenditures and take such other steps he shall deem necessary to advance the purposes of the Corporation, provided such steps do not exceed the scope of authority determined by the Board.
[FONT="] [/FONT]If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these By-laws; and, in general, perform all duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors. The Treasurer shall be responsible, with assistance of the general counsel, for the administration and oversight of the Corporation's financial records, initiation of an annual audit, compliance with statutory reporting requirements, tax returns, and tax payments.[/B]
[B][FONT="] [/FONT]The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each Director which shall be furnished to the secretary of such Director; and in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.
[FONT="] [/FONT]If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurer and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.[/B]
[B]ARTICLE VIII[FONT="]. COMMITTEES[/FONT]
[FONT="] [/FONT]The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more persons, a majority of whom are Directors, and which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him by law.[/B]
[B][FONT="] [/FONT]Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated and appointed by resolution adopted by a majority of the Directors at a meeting at which a quorum is present, or by the President as authorized by a like resolution of the Board. Membership on such committees need not include Directors.
[FONT="] [/FONT]Each member of the committee shall continue as such until the next annual meeting of the Directors of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.[/B]
[B][FONT="] [/FONT]One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof.
[FONT="] [/FONT]Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointments.[/B]
[B][FONT="] [/FONT]Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present, shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these By-laws, with rules adopted by the Board of Directors, or with the Non-Profit Corporation Act (D.C. Code, Title 29, Chapter 3 as amended).
ARTICLE IX[FONT="]. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS[/FONT][/B]
[B][FONT="] [/FONT]The Board of Directors may authorize any officer or officers, agent, or agents of the Corporation in addition to the officers so authorized by these By-Laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
[FONT="] [/FONT]All checks, drafts, or orders for the payment or money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President of the Corporation.[/B]
[B][FONT="] [/FONT]All fluids of the corporation shall be deposited from time to time to the credit to the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
[FONT="] [/FONT]The Board of Directors may accept on behalf of the Corporation any contributions, gift, bequest or device for the general purposes or for any special purpose of the Corporation.[/B]
[B]ARTICLE X[FONT="]. DISTRIBUTION OF PROPERTY RIGHTS[/FONT]
[FONT="] [/FONT]Upon dissolution of the Corporation and after paying or providing for its debts, by majority vote, the Board shall distribute the remaining assets to any non-profit organization or organizations that has or have been created for the same purposes as the Corporation; provided that the recipient organization(s) is an exempt organization under the provisions of the Internal Revenue Code (the “Code”). If no such organization can be found, the Board shall distribute the remaining assets to a non-profit organization or organizations exempt under the provisions of the Code that has or have been created for substantially similar purposes as the Corporation.[/B]
[B]ARTICLE XI[FONT="]. BOOKS AND RECORDS[/FONT]
[FONT="] [/FONT]The Corporation shall keep correct and complete books and records of accounting and perform the specific accounting and filing of state public disclosure reports as may be required by state law. The Corporation shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.[/B]
[B]ARTICLE XII[FONT="]. FISCAL YEAR[/FONT]
[FONT="] [/FONT][/I][I](The fiscal year of the Corporation shall be determined by the interim Board during its initial meeting[/I][I].)[/I][/B]
[B]ARTICLE XIII[FONT="]. SEAL[/FONT]
[FONT="] [/FONT]The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of "ECA Association" and the words "Incorporated 2009, not-for-profit corporation, Washington, DC."[/B]
[B]ARTICLE XIV[FONT="]. WAIVER OF NOTICE[/FONT]
[FONT="] [/FONT]Whenever any notice is required to be given under the Articles of Incorporation, the By-Laws of the Corporation, or the Non-Profit Corporations Act, a waiver thereof in writing signed by the person or persons entitled to such notice shall be deemed equivalent to the giving of such notice.[/B]
[B]ARTICLE XV[FONT="]. INDEMNIFICATION[/FONT]
[FONT="] [/FONT]The Corporation shall indemnify its officers, Directors, agents and employees against liability to the maximum extent as permitted by Washington, DC law.[/B]
[B]ARTICLE XVI[FONT="]. AMENDMENTS TO BY-LAWS[/FONT]
[FONT="] [/FONT]These By-laws may be altered, amended, or repealed and new By-laws may be adopted by a two-thirds (2/3) majority of the Directors then in office at any regular meeting or at any special meeting.
Ill read it over later as well
